Lindetorpsvägen 7, Stockholm, Sweden
+46-8-602 12 00
Articles of incorporation for NYNAS AB adopted at an Extraordinary General Meeting on December 11, 2007 with effect as of 2008-03-03.
The name of the Company is Nynas AB. The Company shall be a public (publ) company.
The Board shall have its seat in Stockholm.
The object of the Company's activities is to be engaged in oil refining and other chemical industry, to trade with oil products and other chemical industry commodities and to be engaged in other business activities related thereto.
The share capital of the Company shall be no less than SEK fiftytwomillion (52,000,000) and no more than SEK twohundredeightmillion (208,000,000).
All shares shall carry the same right to participation in the Company's assets and profit.
The number of shares in the Company shall be no less than fiftytwothousand (52.000) and no more than twohundredeightthousand (208.000). The shares shall be divided into two classes, named A and B. Class A shares shall consist of half of the total number of shares in the Company less one share and may thus be issued in a number of no more than onehundredthreethousandninehundredninetynine (103,999). Class B shares shall consist of half of the number of shares in the Company plus one share and may thus be issued in a total number of no more than onehundredfourthousandandone (104,001).
The portion of the Company's Board, which is not appointed by the employees' organisations, shall be appointed annually at the Annual General Meeting for the period until the next Annual General Meeting has been held.
The Board elected at a Shareholders' Meeting shall consist of four to eight Ordinary Members, with a maximum of eight Deputy Members.
Of the Ordinary Members and Deputy Members, who shall be elected at a Shareholders' Meeting, the owners of class A shares shall be entitled to appoint half the number and the owners of class B shares half the number accordingly.
The Company shall have a minimum of one and a maximum of three Auditors with a maximum of three Deputy Auditors.
The financial year of the Company shall be the calendar year.
Shareholders' Meetings shall be held in Stockholm.
Notice of a Shareholders' Meeting shall be brought to each shareholder's attention by announcement in ”Post- och Inrikes Tidningar” and ”Dagens Nyheter” and also sent by mail to the shareholders.
At the Annual General Meeting the following matters shall be dealt with:
1. Election of Chairman of the Meeting.
2. Preparation of and approval of voting list.
3. Election of one or more persons to approve the Minutes.
4. Examination of whether the Meeting has been duly convened.
5. Approval of the agenda.
6. Presentation of the Annual Report and Auditors' Report and, if applicable, the Consolidated Annual Report and the Consolidated Auditors' Report.
a) concerning adoption of the Profit and Loss Statement and Balance Sheet and, if applicable, the Consolidated Profit and Loss Statement and the Consolidated Balance Sheet.
b) concerning allocation of the Company's profit or loss according to the adopted Balance Sheet.
c) concerning discharge of liability for the Board Members and the Managing Director.
8. Determination of Board Members' and Auditors' fees.
9. Election of Board Members, Deputy Board Members, and if applicable, Auditors and Deputy Auditors.
10. Other matters to be dealt with by the Meeting in accordance with the Company Act or the Articles of Incorporation.
The Chairman of the Board or the person appointed by the Board shall open the Meeting and conduct the proceedings until the Chairman has been elected.
With respect to the voting power at a Shareholders' Meeting each share, irrespective of its class, shall entitle to one vote.
At a Shareholders' Meeting each one entitled to vote may vote for the full number of shares owned and represented by him.
If a share has passed into the possession of someone who is not previously a shareholder in the Company, the said share shall without delay be offered for pre-emption to the shareholders by means of notification in writing to the Board of the Company.
The manner in which the said share has been acquired shall be attested and, if the share has been purchased, information shall be given regarding the purchase price.
When a share has thus been offered for pre-emption, the Board or the Managing Director shall immediately notify the Company's shareholders thereof in the manner provided for with respect to notices to the shareholders, requesting those, who may wish to avail themselves of their right to pre-empt, to inform the Board thereof in writing within two months from the date on which the Board was notified that the share had been transferred. If more than one shareholder inform the Board accordingly, the right of priority between such shareholders shall be decided by drawing of lots by a Notary Public. However, if more than one share has been offered for pre-emption at the same time, the shares shall first as far as possible be divided evenly among those who wish to exercise the pre-emption.
The pre-emption right may be exercised only for all of the shares which are subject to the acquisition.
The pre-emption amount shall in the event of a purchase correspond to the purchase price and in the event of any other acquisition the real value of the shares at the end of the financial year which has expired at the time when the pre-emption shall be exercised. If no agreement can be reached regarding such value, the value shall be determined by arbitration in accordance with the Swedish Arbitration Act.
If no one notifies his wish to pre-empt a share thus offered within the time stipulated or if, after the pre-emption sum for such a share has been determined, the share is not pre-empted within one month thereafter, the person who made the said offer for pre-emption has the right to be registered as the owner of the share.